UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                           FORM 10-KA/Amendment No. 1
               [ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: September 30, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from ______to_____

                         Commission file number 0-18083

                             Williams Controls, Inc.
             (Exact name of registrant as specified in its charter)


               Delaware                                          84-1099587
    -------------------------------                          -------------------
    (State or other jurisdiction of                           (I.R.S. Employer
     incorporation or organization)                          Identification No.)


 14100 SW 72nd Avenue,  Portland, Oregon                            97224
 ---------------------------------------                          ---------
 (Address of principal executive office)                          (zip code)


               Registrant's telephone number, including area code:

                                 (503) 684-8600


           Securities registered pursuant to Section 12(b) of the Act:

                                      None


           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock ($.01 par value)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                              (1) Yes  X   No
                                      ---     ---

                              (2) Yes  X   No
                                      ---     ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of November 30, 1999, 19,783,528, shares of Common Stock were outstanding and
the  aggregate  market value of the shares  (based upon the closing price of the
shares on the  NASDAQ  National  market)  of  Williams  Controls,  Inc.  held by
nonaffiliates was approximately $26,956,328.

                   Documents Incorporated by Reference - None


<PAGE>
                                    Part III

Item 10.   Directors and Executive Officers of the Company

Directors.  Our directors as of January 26, 2000 are as follows:
<TABLE>
<CAPTION>
<S>                          <C>     <C>                                                            <C>
---------------------------- ------- -------------------------------------------------------------- ----------
                                                                                                    Year First
Name                         Age     Position/Office with Company                                   Elected
---------------------------- ------- -------------------------------------------------------------- ----------
Thomas W. Itin               65      President, Chairman of the Board, Chief Executive Officer and  1988
                                     Treasurer
H. Samuel Greenawalt         71      Director                                                       1994
Timothy S. Itin              41      Director                                                       1994
Anthony B. Cashen            65      Director                                                       1999
Charles G. McClure           46      Director                                                       1999
---------------------------- ------- -------------------------------------------------------------- ---------
</TABLE>
Thomas W. Itin has been Chairman of the Board and Chief Executive Officer of the
Company  since  March  1989 and a Director  since  inception  of the  Company in
November 1988. In addition,  Mr. Itin was elected President and Treasurer of the
Company in June 1993. Mr. Itin serves on the Cornell  University  Council and is
Chairman of the Technology Transfer Committee of the Council.  Mr. Itin has been
Chairman,  President  and  owner of TWI  International,  Inc.  ("TWI")  since he
founded that entity in 1967. TWI acts as consultant  for mergers,  acquisitions,
financial structuring,  new ventures and asset management.  Mr. Itin also is the
owner and principal officer of Acrodyne  Corporation.  In addition,  Mr. Itin is
Chairman of the Board and President of LBO Capital Corp.  and Ajay Sports,  Inc.
and its subsidiaries, both of which are publicly-held corporations. Mr. Itin was
awarded a Masters of Business Administration degree from New York University and
received a Bachelor of Science degree from Cornell University.

H. Samuel Greenawalt has served as a director of the Company and a member of the
Audit Committee of the Board since March 1994. From 1987 until his retirement in
June 1994, Mr. Greenawalt served as Senior Vice President, Business Development,
for Michigan National Bank in Detroit,  Michigan.  Mr.  Greenawalt  continues to
provide  consulting  services to Michigan  National Bank. From 1958 to 1987, Mr.
Greenawalt served in various  commercial lending capacities at Michigan National
Corporation.   From  1954  to  1958,  he  was  with  the   investment   firm  of
McNaughton-Greenawalt  Company.  Since June 1993, Mr. Greenawalt has served as a
director of Enercorp,  Inc., a publicly traded business development company that
owns  approximately  ten  percent  of  the  Common  Stock  of the  Company.  Mr.
Greenawalt  received a Bachelor of Science degree from the Wharton School of the
University  of  Pennsylvania,  and is a graduate of the  University of Wisconsin
Banking School.

Timothy  S. Itin has  served as a director  of the  Company  and a member of the
Audit and  Compensation  Committees of the Board since March 1994. Since January
1999,  he has been a Partner in the  investment  banking  firm of Thomas  Weisel
Partners in San Francisco, California. From July 1998 to December 1998, he was a
Principal in the investment banking firm NationsBank Montgomery Securities, LLC,
located in San Francisco,  California.  From January 1996 to June 1998, Mr. Itin
was a Managing  Director of the investment  banking firm of Volpe Brown Whelan &
Company, LLC, in San Francisco.  From 1991 through 1995, Mr. Itin was a Managing
Director  of Jensen  Securities,  an  institutional  brokerage  firm  located in
Portland, Oregon, where he served on Jensen's management committee. From 1989 to
1991,  he was  employed  by  Laurel  Management  Partners,  a  money  management
affiliate of Montgomery  Securities.  From 1983 to 1989,  Mr. Itin was a Limited
Partner at Montgomery  Securities and worked in the field of investment banking,
institutional trading and full service brokerage in San Francisco.  Mr. Itin has
earned the  designation  of  Chartered  Financial  Analyst  (CFA) and received a
Bachelor of Arts degree in economics from Dartmouth College.

Anthony B. Cashen has served as a director of the Company since  February  1999.
For the past five years, Mr. Cashen has served as a Managing Partner,  then as a
Senior Partner,  of LAI Ward Howell,  a publicly held management  consulting and
executive  recruiting firm located in New York City. He has served as Secretary,
Treasurer and director of LBO Capital Corp., a publicly held corporation,  since
its  inception.  He currently  serves as a director of Immucell  Corp.  and Ajay
Sports,  Inc., both publicly held  corporation.  See "Certain  Relationships and
Related Transactions".  Previously, Mr. Cashen had been an officer and principal
of the investment  firms A.G.  Becker,  Inc. and Donaldson  Lufkin and Jenrette,
Inc.  He  received  an MBA from the Johnson  Graduate  School of  Management  at
Cornell University, and a Bachelor of Science degree from Cornell University.


                                       2
<PAGE>
Charles G. McClure has served as a director of the Company since  February 1999.
Since  August  1997,  he has been  President of Detroit  Diesel  Corporation,  a
publicly held company, and has been a director since November 1997. From 1995 to
1997, he was President,  and before that Vice President and General Manager,  of
the Americas Division of Johnson Controls,  Inc., a publicly held company.  From
1992 to 1995, he was Vice President and managing  director of Johnson  Controls'
Automotive  Systems  Group's  European  Operations.  Mr.  McClure  serves on the
Cornell University Council and is a member of the Technology  Transfer Committee
of the  Council.  He  received  an MBA from the  University  of  Michigan  and a
Bachelor of Science degree from Cornell University.

Executive Officers.   The executive officers of the Company at January 26, 2000
are as follows:
----------------------------------- ----- --------------------------------------
Name                                Age   Position/Office with Company
----------------------------------- ----- --------------------------------------
Thomas W. Itin                      65    Chairman of the Board, Chief Executive
                                          Officer, President and Treasurer
Gerard A. Herlihy                   47    Chief Financial Officer and Chief
                                          Administrative Officer
Thomas K. Ziegler                   54    Vice President and Counsel
Timothy J. Marker                   50    Vice President - Sales and Marketing
Kim L. Childs                       44    Corporate Controller
----------------------------------- ----- --------------------------------------

For information on Thomas W. Itin, see his biography above.

Gerard A. Herlihy has been Chief  Financial  and  Administrative  Officer  since
February 1997, and Secretary of the Company since August 1997.  Prior to joining
the Company, Mr. Herlihy directed turnarounds of financially troubled companies.
From 1994 to 1996, he was President and Chief Operating  Officer and a member of
the Board of Directors of CliniCorp,  Inc., a publicly-held  healthcare company.
CliniCorp filed for Chapter 11 bankruptcy  protection  during the year following
Mr. Herlihy's resignation. From 1992 to 1993, he was Chief Financial Officer and
a member of the  transition  turnaround  team at  Melnor,  Inc.,  a $50  million
manufacturer of lawn and garden products. From 1991 to 1992, Mr. Herlihy was the
turnaround advisor to and a member of the Board of Directors of Blount Doors and
Millwork,  Inc., a $40 million door  manufacturer.  Positions held prior to 1991
included  acquisition  advisory  work  for  William  E.  Simon & Sons,  Managing
Director  of  Corporate  Finance  at  Thomson  McKinnon  Securities,  and  audit
supervisor at Peat,  Marwick,  Mitchell & Co. Mr. Herlihy has an MBA Degree from
the Harvard Business School and a Bachelor of Science Degree from the University
of Rhode Island. He is also a Certified Public Accountant ("Retired Status").

Thomas K.  Ziegler has been  Counsel  since 1994,  assuming the position of Vice
President in 1998.  Since 1994, he has been President of Williams  Technologies,
Inc.,  a  wholly-owned  subsidiary  of the  Company  involved  in  research  and
development and technology  partnering on behalf of the Company's  subsidiaries.
From 1989 to 1994, he was an attorney  practicing patent law for the firm Dykema
Gossett in Bloomfield Hills,  Michigan. He received a Juris Doctor degree in Law
and a  Bachelor  of  Science  degree in  Electrical  Engineering,  both from the
University of Missouri.

Timothy J. Marker has been Vice  President,  Sales and  Marketing of the Company
since August 1997.  Prior to joining the Company,  from 1996 to 1997, he was the
President of Electro-Mechanical  Products, a $50 million company involved in the
manufacture and sale of precision  switches,  sensors and RFI noise  suppression
devices to the global automotive industry, which is a division of Alcoa Fujikura
Limited.  From 1989 to 1995,  Mr.  Marker was  President  of  Electro-Mechanical
Products,  a division of  Electro-Wire  Products,  Inc.  From 1982 to 1988,  Mr.
Marker was Vice President of Sales/Engineering  for this same company. From 1972
to 1982, Mr. Marker worked for General Motors' Packard Electric Division,  where
his last position was Account Manager  responsible for Packard's Chevrolet Truck
account with annual sales of $310 million.  Mr. Marker has a Bachelor of Science
degree from Purdue University.

Kim L. Childs has been  Corporate  Controller  of the Company  since March 1999.
Prior to joining the Company, she was the Manager of Accounting Services in 1997
and 1998 for PacifiCorp Group Holdings,  Inc., which included accounting for the
unregulated  activities  of this  Fortune 500  utility.  From 1993 to 1997,  Ms.
Childs  was a senior  manager  with  Talbot,  Korvola  & Warwick  LLP,  a public
accounting firm. In addition to her experience in the private sector, Ms. Childs
was with KPMG Peat Marwick and  Deloitte & Touche for a combined  total of seven
years,  and left Peat Marwick as a senior manager.  Ms. Childs has a bachelor of
science degree from Oregon State University and is a Certified Public Accountant
in the states of Oregon and Washington.



                                       3
<PAGE>

Timothy  S.  Itin is the son of  Thomas  W.  Itin.  There  are no  other  family
relationships among the directors and executive officers of the Company.

Section 16(a) Beneficial  Ownership Reporting  Compliance.  Section 16(a) of the
Securities  Exchange Act of 1934 requires the Company's  officers and directors,
and persons who own more than ten percent of a registered class of the Company's
equity  securities,  to file reports of ownership and changes in ownership  with
the Securities and Exchange Commission ("SEC"). Officers,  directors and greater
than ten-percent  shareholders are required by the SEC regulation to furnish the
Company with copies of Section 16(a) forms they file.  Based solely on review of
the copies of such forms furnished to the Company, or written representations of
the reporting persons, the Company has determined that all required reports were
timely  filed during the year except that one  executive  officer of the Company
filed a late report on Form 3.

Item 11.   Executive Compensation

Summary Compensation Table. The table below sets forth the compensation received
by the Chief Executive  Officer of the Company and other  executive  officers of
the Company,  for the past three fiscal  years,  who  received  compensation  in
excess of $100,000  during the fiscal year ended September 30, 1999. The Company
has no restricted stock award or long-term incentive plans.

<TABLE>
<CAPTION>
<S>                          <C>     <C>              <C>               <C>               <C>             <C>
---------------------------- ------- ---------------- ----------------- ----------------- --------------- ----------------
                                                                                            Securities       All Other
Name and Principal Position   Year     Salary ($)     Bonus ($) (1)(5)    Other Annual      Underlying     Compensation
                                                                         Compensation ($)   Options (#)         ($)
---------------------------- ------- ---------------- ----------------- ----------------- --------------- ----------------
Thomas W. Itin                1999       200,000                                             300,000
Chief Executive Officer      ------- ---------------- ----------------- ----------------- --------------- ----------------
                              1998       150,000          150,000                            300,000
                             ------- ---------------- ----------------- ----------------- --------------- ----------------
                              1997       150,000          150,000                            300,000
---------------------------- ------- ---------------- ----------------- ----------------- --------------- ----------------
Gerard A. Herlihy             1999       139,402                                              75,000
Chief Financial Officer      ------- ---------------- ----------------- ----------------- --------------- ----------------
                              1998       120,000           60,000                             80,000
                             ------- ---------------- ----------------- ----------------- --------------- ----------------
                              1997        75,000 (2)       50,000          20,000 (4)         70,000
---------------------------- ------- ---------------- ----------------- ----------------- --------------- ----------------
Timothy J. Marker             1999       133,605                                              50,000
VP - Sales and Marketing     ------- ---------------- ----------------- ----------------- --------------- ----------------
                              1998       120,000 (3)       50,000                             70,000
                             ------- ---------------- ----------------- ----------------- --------------- ----------------
                              1997        12,500 (2)        5,000                             30,000
---------------------------- ------- ---------------- ----------------- ----------------- --------------- ----------------
Thomas K. Ziegler             1999       125,250                                              20,000
VP and Counsel               ------- ---------------- ----------------- ----------------- --------------- ----------------
                              1998       120,000           35,000                             30,000
                             ------- ---------------- ----------------- ----------------- --------------- ----------------
                              1997       120,000           30,000                             60,000
---------------------------- ------- ---------------- ----------------- ----------------- --------------- ----------------
</TABLE>

(1)  Bonuses  for 1997 were not known or  calculable  at the date that  the 1998
     proxy was  mailed to  stockholders.     The table above reflects the bonus
     paid as 1997 compensation.
(2)  The compensation  reflects the fact that the executives noted, in the years
     noted,  did not work for the entire  fiscal year.  Mr.  Herlihy  started in
     February 1997, and Mr. Marker started in August 1997.
(3)  Reflects a  performance-related  bonus built into regular  compensation  of
     $20,000.
(4)  Other  compensation  reflects  consulting fees paid  prior to Mr. Herlihy's
     initial date of employment.
(5)  Mr. Itin did not receive  a bonus for 1999.   No  1999  bonuses  have  been
     awarded for the remaining executives at the date of this filing.



                                       4
<PAGE>
Options/SAR  Grants Table. The table below summarizes options granted during the
fiscal year ended  September 30, 1999 to the  executive  officers in the Summary
Compensation Table. The Company has not granted any SARs.
<TABLE>
<CAPTION>
<S>                            <C>           <C>           <C>          <C>            <C>
------------------------------ ------------- ------------- ------------ -------------- ---------------------------------
                                   # of
                                Securities    % of Total    Exercise                   Potential Realizable Value at
Name                            Underlying     Options        Price      Expiration    Assumed Ann'l Rate of Stk.
                                 Options      Granted to    ($/Share)       Date       Price Appreciation for Option
                                 Granted      Employees                                Term
------------------------------ ------------- ------------- ------------ -------------- ---------------------------------
                                                                                           5% ($)          10% ($)
------------------------------ ------------- ------------- ------------ -------------- -------------- ------------------
Thomas W. Itin                    300,000         40            2.20       10/16/03       105,769          306,306
------------------------------ ------------- ------------- ------------ -------------- -------------- ------------------
Gerard A. Herlihy                  75,000         10            2.25       10/2/08        106,126          268,944
------------------------------ ------------- ------------- ------------ -------------- -------------- ------------------
Timothy J. Marker                  50,000          7            2.25       10/2/08         70,751          179,296
------------------------------ ------------- ------------- ------------ -------------- -------------- ------------------
Thomas K. Ziegler                  20,000          3            2.25       10/2/08         28,300           71,718
------------------------------ ------------- ------------- ------------ -------------- -------------- ------------------
</TABLE>

Aggregated Option Exercises and Fiscal Year-End Option Value Table

The table  below  summarizes  fiscal  year-end  option  values of the  executive
officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
<S>                       <C>             <C>              <C>           <C>               <C>            <C>
------------------------- --------------- ---------------- ------------------------------- -------------------------------
                             # Shares                          Securities Underlying
          Name             Acquired on        $ Value       Unexercised Options at Year    Value of In-the Money Options
                             Exercise        Realized                 End (#)                     at Year End ($)
------------------------- --------------- ---------------- ------------------------------- -------------------------------
                                                            Exercisable    Unexercisable     Exercisable    Unexercisable
------------------------- --------------- ---------------- ------------- ----------------- -------------- ----------------
Thomas W. Itin                  0                0             562,500        637,500          134,513        102,788
------------------------- --------------- ---------------- ------------- ----------------- -------------- ----------------
Gerard A. Herlihy               0                0             111,250        113,750           31,984         21,611
------------------------- --------------- ---------------- ------------- ----------------- -------------- ----------------
Timothy J. Marker               0                0              70,000         80,000            9,780         10,560
------------------------- --------------- ---------------- ------------- ----------------- -------------- ----------------
Thomas K. Ziegler               0                0              65,000         45,000           24,990         11,250
------------------------- --------------- ---------------- ------------- ----------------- -------------- ----------------
</TABLE>

Pension  Plan.  Under the  Company's  Pension  Plan,  the Company is required to
contribute amounts sufficient to fund specified  retirement benefits for covered
employees.  Benefits are calculated on the basis of an employee's  final average
pay and length of service.  Final average pay generally means the average of the
employee's  three  highest  annual  compensation  amounts  during  the  last ten
calendar years of employment.  Compensation means taxable  compensation plus any
salary deferrals  allowable under the Internal Revenue Code Sections 125 or 402.
Compensation  is  limited in  accordance  with  Internal  Revenue  Code  Section
401(a)(17).  For the 1999 calendar year,  compensation considered under the plan
may not exceed $160,000.  Benefits are payable under normal (age 65), early (age
55 with 10 years of service) or deferred (over age 65) retirement or death.

Employees  who are  officers  or  directors  of the Company  participate  in the
Pension Plan on the same basis as other employees,  however,  the plan is closed
to new  entrants.  As a result,  the only officer of the Company who is eligible
for the plan is Thomas Itin.  In general,  an employee  retiring  under the plan
will receive an annuity payable for life without any offsets.

The following table sets forth estimated annual benefits as retirement under the
Pension Plan for covered  employees of the Company at various  assumed  years of
service  and levels of final  average  pay.  The  calculations  are shown for an
employee  retiring at age 65 in the form of a level  single life  annuity to the
employee.  The years of credited  service and final average pay for Pension Plan
purposes as of  September  30, 1999 for Thomas Itin is 6.75 years of service and
$156,666 final average pay.


                                       5
<PAGE>
                                        Estimated Annual Retirement Benefits
                                                   (nearest $100)
<TABLE>
<CAPTION>
<S>                 <C>          <C>           <C>          <C>          <C>          <C>           <C>
--------------------------------------------------------------------------------------------------------------
                      Years of Service
--------------------------------------------------------------------------------------------------------------
 Final Average
     Salary           5            10            15           20           25           30            35
--------------------------------------------------------------------------------------------------------------
    $125,000         9,200       18,500        27,700       37,000       46,200       55,400        64,700
--------------------------------------------------------------------------------------------------------------
    $150,000        11,300       22,600        33,900       45,200       56,500       67,800        97,100
--------------------------------------------------------------------------------------------------------------
    $175,000        11,900       23,700        35,600       47,400       59,300       71,100        83,000
--------------------------------------------------------------------------------------------------------------
    $180,000        11,900       23,700        35,600       47,400       59,300       71,100        83,000
--------------------------------------------------------------------------------------------------------------
</TABLE>

Compensation of Directors.  The  non-employee  directors of the Company are paid
$1,500 for each regular  Board  meeting  attended  and $500 for each  telephonic
Board meeting and are  reimbursed  for  reasonable  costs incurred to attend the
meetings.

In February 1999, H. Samuel  Greenawalt,  Timothy S. Itin, Anthony B. Cashen and
Charles G. McClure,  the  non-employee  directors of the Company,  each received
non-statutory  stock options  exercisable for ten years to purchase up to 10,000
shares  of  Common  Stock  for  $2.44  per  share.   These  stock  options  were
automatically  granted  under  the  1995  Stock  Option  Plan  for  Non-Employee
Directors  at 100% of the fair market  value of the Common  Stock on the date of
grant.

Employment   Contracts,  Termination   of  Employment   and  Change  in  Control
Arrangements. In 1994, the Company entered into a, five-year employment contract
with Mr. Itin under which he will serve as Chief Executive  Officer at a minimum
salary of $150,000 per year. On August 15, 1997,  the Company's  Board  approved
the terms of an amended employment agreement with Mr. Itin to employ him through
fiscal  2002.  The terms of the  revised  employment  agreement  have never been
formalized and no agreement has been executed.


Item 12.   Security Ownership of Certain Beneficial Owners and Management

The table below sets forth,  as of December  31,  1999,  the number of shares of
Common and  Preferred  Stock  beneficially  owned by each director and executive
officer of the Company listed in the Summary  Compensation  Table  individually,
all  executive  officers and directors as a group and all  beneficial  owners of
more than five  percent of the Common  and/or  Preferred  Stock.  The  following
stockholders  have sole  voting  and  investment  power  with  respect  to their
holdings unless otherwise noted.
<TABLE>
<CAPTION>
<S>                                  <C>                  <C>               <C>                    <C>
------------------------------------- ------------------- ----------------- ---------------------- -----------------
                                                                                  Amount of
                                          Amount of        Percentage of       Preferred Stock      Percentage of
Name and Address                         Common Stock       Common Stock        Beneficially       Preferred Stock
Of Beneficial Owner                   Beneficially Owned       Owned*               Owned              Owned**
------------------------------------- ------------------- ----------------- ---------------------- -----------------

Thomas W. Itin (1)(2)(4)                     6,031,784          29.4                 -0-                -0-
7001 Orchard Lake Rd., Suite 424
West Bloomfield, MI  48322-3608

Enercorp, Inc. (5)                           2,002,329          10.0                 -0-                -0-
7001 Orchard Lake Rd., Suite 424
West Bloomfield, MI  48322-3608

Acrodyne Corporation (6)                     1,200,000           6.0                 -0-                -0-
7001 Orchard Lake Rd., Suite 424
West Bloomfield, MI  48322-3608

H. Samuel Greenawalt (7)(12)                 2,192,829          11.0                 -0-                -0-
7001 Orchard Lake Rd., Suite 424
West Bloomfield, MI  48322-3608


                                       6
<PAGE>
---------------------------------- ---------------------- ----------------- ---------------------- -----------------
                                                                                  Amount of
                                          Amount of        Percentage of       Preferred Stock      Percentage of
Name and Address                         Common Stock       Common Stock        Beneficially       Preferred Stock
Of Beneficial Owner                   Beneficially Owned       Owned*               Owned              Owned**
---------------------------------- ---------------------- ----------------- ---------------------- -----------------

Timothy S. Itin (7)                             65,000         ***                   -0-                -0-
1 Montgomery Street, Suite 3700
San Francisco, CA  94104

Anthony B. Cashen (11)(16)                     161,719         ***                   -0-                -0-
99 Park Avenue, 20th Floor
New York, NY   10016

Charles G. McClure (16)                          5,000         ***                   -0-                -0-
13400 Outer Drive, W.
Detroit, MI   48239

Gerard A. Herlihy (3)(8)                       570,466           2.9                 -0-                -0-
700 NW 12th Avenue
Deerfield Beach, FL 33442

Thomas K. Ziegler (9)                          126,000         ***                   -0-                -0-
7001 Orchard Lake Road, Suite 422
West Bloomfield, MI 48322

Timothy J. Marker (10)                          98,281         ***                   -0-                -0-
42155 Merrill Street
Sterling Heights, MI 48314


Mark E. Brady (13)                           1,011,994           4.93              17,500               22.3
Robert J. Suttman, II
Ronald L. Eubel
7777 Washington Village Drive
Suite 210
Dayton, OH   45459

E. H. Arnold (14)                              181,818         ***                  5,000                6.4
625 South Fifth Avenue
Lebanon, PA   17042

Dolphin Offshore Partners, L.P. (15)         1,445,456           7.0               12,750               16.2
c/o Dolphin Management Inc.
129 East 17th Street
New York, NY   10007

All executive officers and                   8,658,463          41.1                 -0-                -0-
directors as a group  (17) (9 persons)       ---------          ----                 ---                ---
</TABLE>



       * Based upon 19,878,728 shares outstanding at December 31, 1999.
      ** Based upon 78,500 shares outstanding at December 31, 1999.
     *** Less than one percent.



                                       7
<PAGE>

1)    Includes  637,500  shares  of  Common  Stock  issuable  upon  exercise  of
      presently  exercisable  stock  options  held by Mr.  Itin.  Also  includes
      4,144,600 shares of Common Stock owned by family members and affiliates of
      Mr.  Itin,   including  ownership  of  Acrodyne   Corporation  and/or  its
      affiliates  which also is  reported  separately  in this  table.  Acrodyne
      Corporation is owned by TWI and TWI is owned by a Michigan  co-partnership
      of which Mr. Itin is the sole equity owner. Also includes 58,200 shares of
      Common Stock held in the name of Dearborn Wheels,  Inc. Mr. Itin disclaims
      beneficial ownership of the 58,200 shares. Also includes 402,600 shares of
      Common Stock owned by certain trusts for which Mr. Itin's spouse serves as
      trustee.  Neither Mr. or Mrs. Itin is a beneficiary  of these trusts,  and
      they  disclaim  beneficial  ownership  of the 402,600  shares owned by the
      trusts. Also includes 156,719 shares of Common Stock owned by Ajay Sports,
      Inc. Mr. Itin is President,  CEO and a director of Ajay Sports,  Inc., and
      disclaims beneficial ownership of the 156,719 shares of Common Stock.

2)    Includes  413,899  shares of Common Stock owned by the Company's  Employee
      Stock Ownership Plan Trust (the "ESOP"), of which Mr. Itin is the trustee.
      Mr. Itin disclaims  beneficial  ownership of these shares,  other than the
      11,269 shares  allocated for his benefit.  Also includes 187,000 shares of
      Common Stock owned by the Company's Union Employees Pension Plan, of which
      Mr. Itin is a trustee.  Mr. Itin disclaims  beneficial  ownership of these
      shares.  Also  includes  115,000  shares  of  Common  Stock  owned  by the
      Company's Non-Union Employees Retirement Income Pension Plan, of which Mr.
      Itin is the  trustee.  Mr. Itin  disclaims  beneficial  ownership of these
      shares.  Also  includes  221,499  shares  of  Common  Stock  owned  by the
      Company's  401(k)  Plan for  Non-Union  Employees,  of which Mr. Itin is a
      trustee.  Mr. Itin disclaims  beneficial  ownership of these shares except
      for 25,800 shares  allocated for his benefit.  Also includes 97,367 shares
      of Common Stock owned by the Company's 401(k) Plan for Union Employees, of
      which Mr. Itin is a trustee.  Mr. Itin disclaims  beneficial  ownership of
      these shares.  As a trustee,  Mr. Itin shares voting and dispositive power
      over the securities owned by these plans.

3)    Includes 221,499 shares of Common Stock owned by the Company's 401(k) Plan
      for Non-Union  Employees,  of which Mr.  Herlihy is trustee.  Mr.  Herlihy
      disclaims  beneficial  ownership of these shares,  other than 6,579 shares
      allocated  for his benefit.  Also  includes  97,367 shares of Common Stock
      owned by the  Company's  401(k)  Plan for  Union  Employees,  of which Mr.
      Herlihy is trustee.  Mr. Herlihy disclaims  beneficial  ownership of these
      shares.  Also  includes  115,000  shares  of  Common  Stock  owned  by the
      Company's Non-Union Employees Retirement Income Pension Plan, of which Mr.
      Herlihy is the trustee.  Mr.  Herlihy  disclaims  beneficial  ownership of
      these shares.  As a trustee,  Mr.  Herlihy  shares voting and  dispositive
      power over the securities owned by these plans.

4)    Does not include the ownership by Enercorp, Inc. as reported separately in
      this table.  Mr. Itin owns  approximately 8.3% of the  outstanding  voting
      securities of Enercorp, Inc.

5)    Includes  150,000 shares of Common Stock  issuable  upon exercise of stock
      options that are  exercisable  within 60 days.

6)    See Note (1) above  regarding the ownership of Acrodyne  Corporation.  Mr.
      Itin may be deemed to be a beneficial  owner of the shares of Common Stock
      owned by Acrodyne  Corporation and its affiliates,  and, therefore,  these
      shares are included in the ownership reported for Mr. Itin in this table.

7)    Includes  70,000  shares of Common Stock  issuable  upon exercise of stock
      options that are exercisable within 60 days of the date of this table.

8)    Includes  130,000  shares  of Common Stock issuable upon exercise of stock
      options that are  exercisable  within 60 days.

9)    Includes  70,000  shares  of Common Stock  issuable upon exercise of stock
      options that are  exercisable  within 60 days.

10)   Includes  82,500  shares  of Common Stock  issuable upon exercise of stock
      options that are  exercisable  within 60 days.

11)   Includes  156,719  shares of Common Stock held in the name of Ajay Sports,
      Inc.  Mr.  Cashen  is a  director  of  Ajay  Sports,  Inc.  and  disclaims
      beneficial ownership of the 156,719 shares of Common Stock.


                                       8
<PAGE>
12)   Includes  1,952,329  shares of Common  Stock and 150,000  options that are
      exercisable  within 60 days of the date of this  table held in the name of
      Enercorp,  Inc.  Mr.  Greenawalt  is a director  of  Enercorp,  Inc.  owns
      approximately 2.4% of the outstanding voting shares of Enercorp,  Inc. Mr.
      Greenawalt  disclaims  beneficial  ownership  of the  1,852,329  shares of
      Common Stock and 150,000 options.

13)   Information  is based on the  Schedule  13G dated  February 17, 1999 filed
      with the SEC  by these  individuals.   The Common Stock ownership includes
      636,364 shares issuable upon  conversion of the 17,500 shares of perferred
      stock listed under perferred stock.

14)   Information is based on the Company's  records  related to its sale of the
      preferred stock to this  individual.  The Common Stock ownership  includes
      181,818 shares  issuable upon  conversion of the 5,000 shares of preferred
      stock listed under preferred stock.

15)   Information  is based on the  Schedule 13G dated August 3, 1999 filed with
      the SEC by this entity. The Common Stock ownership includes 254,546 shares
      issuable upon exercise of warrants currently  excercisable  within 60 days
      and  463,637  shares  issuable  upon  conversion  of the 12,750  shares of
      preferred stock listed under preferred stock.

16)   Includes  5,000  shares  of  Common stock  issuable upon exercise of stock
      options that are exercisable within 60 days of the date of this table.

17)   Includes 4,633 shares attributed to one executive to one executive officer
      not named in the Summary  Compensation  Table.  This amount includes 3,750
      shares of Common stock  issuable  upon  exercise of stock options that are
      excercised within 60 days of this table.


Item 13.   Certain Relationships and Related Transactions

At September 30, 1999 the Company had an investment in and notes receivable from
Ajay Sports, Inc. ("Ajay") in the amount of $6,152,000 including a $500,000 note
receivable  reflected  as a  reduction  in the  Company's  shareholders'  equity
relating to the  issuance of 206,719  shares of the  Company's  common  stock to
Ajay. Ajay  manufactures  and distributes  golf  accessories and outdoor leisure
furniture primarily to retailers in the United States and during 1999, purchased
ProGolf  Discount,  a franchisor of golf equipment and accessories.  The Company
has manufacturing  rights in certain Ajay facilities through 2002, under a joint
venture agreement.

The Company's  investment in and note receivable from affiliate at September 30,
1999 is comprised of an investment  in preferred  stock of Ajay in the amount of
$4,565,000  and a  secured  note  receivable  in the  amount of  $1,587,000.  In
addition,  the Company could be obligated to advance to Ajay up to an additional
$1,515,000 under the terms of the intercreditor agreement. In August, 1999, $500
was paid to a  previous  lender,  on  behalf  of  Ajay,  under  the  terms of an
intercreditor agreement. Also, at September 30, 1999 the company had receivables
of $245 from Ajay for unpaid  interest and fees  uncurred from May to September1
1999 which is included in trade and other  accounts  receivable at September 30,
1999. The chairman of the Company has provided a guarantee of the investments in
and loans to Ajay. At September 30, 1998,  the Company had an investment in Ajay
preferred and common stock in the amount of $5,000,000 and $53,000  respectively
and a secured note receivable from Ajay in the amount of $1,087,000.

Prior to July 11, 1997, the Company had  guaranteed  Ajay's  $13,500,000  credit
facility and charged Ajay a fee of 1/2 of 1% per annum on the  outstanding  loan
amount for providing  this  guaranty.  From July 11, 1997 through June 30, 1998,
the Company and Ajay had a joint and several loan  obligation to a bank. On June
30,  1998,  the  Company   restructured   its  investment  in  Ajay  (the  "Ajay
Restructuring".)  The  objective  of the Ajay  Restructuring  is to separate the
Company's and Ajay's  financing,  eliminate Ajay's dependency on the Company for
capital and provide Ajay with adequate  working  capital to grow its  operations
and improve shareholder value which would benefit the Company. The restructuring
provides Ajay three years to improve  shareholder  value at which time the notes
receivable  become due and payable.  No dividends are accrued and payable on the
preferred  stock  through July 31,  2001.  The  preferred  stock  dividend  rate
increases  to an  annual  rate of 17% in 2001 and 24% in 2002,  rates  which the
Company  believes would require Ajay to raise capital from new sources to redeem
the preferred stock.



                                       9
<PAGE>

As a  result  of  the  Ajay  Restructuring,  the  bank  provided  separate  loan
facilities  to the  Company  and  Ajay.  As  consideration  to the  bank for the
separate loan  facilities,  the Company  provided Ajay  $2,000,000 in additional
capital  during  1998 which  included  the  purchase  of Ajay  notes  payable of
$948,000 previously provided by affiliated parties of the Company, and agreed to
convert  $5,000,000  of  advances  to  Ajay  into a new  cumulative  convertible
preferred  stock.  The preferred stock is convertible  into 3,333,333  shares of
Ajay common stock.

The  secured  promissory  notes  bear an  annual  interest  rate of 16%  payable
monthly. In addition,  Ajay has agreed to pay the Company annual  administrative
fees of $90,000  and a  management  fee for  sourcing  products  overseas in the
amount of $80,000 annually.

The  Company  owns  686,274  shares of  common  stock in Ajay  which  represents
approximately 16% of Ajay's outstanding common stock. The investment is recorded
on the equity method of accounting  due to the common  ownership of Ajay and the
Company by the chairman of the Company who is also the chairman of Ajay. For the
three years ended September 30, 1999, 1998 and 1997, the Company reported losses
on its  investment  in Ajay in the amount of  $488,000,  $506,000  and  $384,000
respectively.  In addition, the company has options to purchase 1,851,813 shares
of common stock at an exercise  price of $1.08.  The  investment  in Ajay common
stock has been reduced to zero in the Consolidated  Balance Sheet as a result of
the Company's  equity  interest in Ajay's losses since  acquisition.  During the
year ended  September  30, 1999,  the Company's  investment in Ajay's  preferred
stock was  reduced by  $435,000  as a result of  continuing  recognition  of the
Company's equity interest in Ajay's losses.

Based upon the closing bid price,  the market  value of the  investment  in Ajay
common shares was approximately $558,000 at September 30, 1999. At September 30,
1999, Ajay had approximately 4,205,000 common shares outstanding. In addition to
the Company's  options and  convertible  preferred  stock at September 30, 1999,
Ajay  had  approximately   230,000  of  outstanding   preferred  stock  that  is
convertible to approximately  64,000 shares of Ajay common stock and outstanding
options and  warrants to purchase  approximately  756,000  shares of Ajay common
stock at prices ranging from $1.08 to $4.13 per share.

Also, during the year ended September 30, 1999, $157,000 was paid to Compusonics
Video Corp., for website development and e-commerce designs. The Company's Chief
Executive Officer is a controlling shareholder of the affiliated company.


                                   Signatures

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                                WILLIAMS CONTROLS, INC.

Date:    January 28, 2000                       By  /s/ Gerard A. Herlihy
                                                    ----------------------------
                                                    Gerard A. Herlihy,
                                                    Chief Financial Officer






                                       10
<PAGE>